Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 7, 2021

DARIOHEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-37704

45-2973162

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

142 W. 57th St., 8th Floor

New York, New York 10019

(Address of Principal Executive Offices)

(646) 665-4667

(Issuer’s telephone number)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001 per share		DRIO		The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of an amendment to the 2020 Equity Incentive Plan

On June 7, 2021, DarioHealth Corp. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). At the 2021 Annual Meeting, the Company’s stockholders approved an amendment to the Company's 2020 Equity Incentive Plan (the “2020 Plan”) to increase the number of shares authorized for issuance under the 2020 Plan by 700,000 shares from 1,828,890 to 2,528,890 (the “Plan Amendment”). The Plan Amendment was previously approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”), upon the recommendation of the Board’s Compensation Committee on April 15, 2021.

A detailed summary of the Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2021 Annual Meeting filed with the Securities and Exchange Commission on April 26, 2021 (the “Proxy Statement”) under the caption “Proposal 2: Incentive Plan Proposal,” which summary is incorporated herein by reference.

That detailed summary of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is attached as Annex A to the Company’s Proxy Statement, and is incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The final voting results of the 2021 Annual Meeting held on June 7, 2021, are set forth below. Stockholders voted on the following proposals:

Proposal No. 1 — Election of Directors.

The stockholders elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):

Director Name	For	Against	Abstain	Broker Non-Votes
Hila Karah	7,486,849	128,643	65,972	2,182,524

Dennis Matheis	7,606,391	9,050	66,023	2,182,524

Dennis M. McGrath	7,400,761	214,685	66,018	2,182,524

Erez Raphael	7,604,911	10,580	65,973	2,193,104

Yoav Shaked	7,400,553	214,938	65,973	2,182,524

Adam K. Stern	7,597,068	18,423	65,973	2,182,524

Richard B. Stone	7,502,397	119,369	65,873	2,176,349

Proposal No. 2 — Incentive Plan Proposal.

The stockholders approved the Plan Amendment. The Plan Amendment proposal required the affirmative vote of a majority of the votes cast at the 2021 Annual Meeting. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):

For		Against		Abstain		Broker Non-Votes
5,510,502		2,114,088		56,874		2,182,524

Proposal No. 3 — Amendment To Certificate Of Incorporation Proposal.

The stockholders did not approve the amendment to the certificate of incorporation of the Company. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):

For		Against		Abstain		Broker Non-Votes
5,609,591		2,059,826		12,047		2,182,524

Proposal No. 4 — Amendment To Bylaws Proposal.

The stockholders did not approve the amendment to the Company’s bylaws. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):

For		Against		Abstain		Broker Non-Votes
7,566,889		76,824		37,751		2,182,524

Proposal No. 5 — Ratification of Auditors.

The stockholders ratified the appointment of Kost Forer Gabbay& Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021. The votes were as follows (including shares of preferred stock eligible to vote, on an as converted basis):

For		Against		Abstain
9,732,605		93,817		37,566

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.